AUDITED YEAR ENDED F/S AND CONSOLIDATED F/S

23 February 1998
Report of the auditors to the shareholders of Siam Makro Public Company Limited We have examined the balance sheet of Siam Makro Public Company Limited as at December 31, 1997, and the consolidated balance sheet of Siam Makro Public Company Limited and its subsidiaries as at December 31, 1997, and the related statements of income and retained earnings and statement of cash flow for the year then ended, and the related consolidated statements of income and retained earnings and statement of cash flow for the year then ended. Our examination was made in accordance with generally accepted auditing standards and , accordingly, included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. The financial statements of Siam Makro Public Company Limited and the consolidated financial statements of Siam Makro Public Company Limited and its subsidiaries for the year ended December 31, 1996, which are presented for comparison, were examined by another auditor of Coopers & Lybrand, whose report thereon, dated February 27, 1997, expressed an unqualified opinion on those statements. In our opinion, the aforementioned financial statements present fairly the financial position of Siam Makro Public Company Limited at December 31, 1997 and the results of its operations and its cash flow for the year then ended, in conformity with generally accepted accounting principles applied on a basis consistent with that of the preceding year. PRASAN CHUAPHANICH Certified Public Accountant (Thailand) No. 3051 COOPERS & LYBRAND January 30, 1998 Siam Makro Public Company Limited Balance sheets and consolidated balance sheets as at December 31, 1997 and 1996 The company only The consolidation Notes 1997 1996 1997 1996 (Baht) (Baht) (Baht) (Baht) ASSETS Current assets Cash in hand and at banks 3 2,245,176,415 998,436,554 2,305,684,001 1,014,524,709 Short-term investments 4 124,339,818 2,090,511,605 124,339,818 2,098,511,605 Amount due from and loan to subsidiary and affiliated companies 5 986,158,816 53,547,546 5,533,077 30,500,687 Inventories, net 6 2,398,930,299 2,873,794,144 2,632,747,668 2,873,794,144 Other current assets VAT receivable - 62,050,692 23,593,055 62,050,692 Advance payment on land - - - 65,753,300 Purchase discount receivable 47,355,000 20,800 49,139,850 20,800 Other 71,031,238 103,927,703 93,798,958 104,210,016 Total current assets 5,872,991,586 6,182,289,044 5,234,836,427 6,249,365,953 Loans to a subsidiary company 5 1,178,400,000 1,178,400,000 - - Investments in subsidiary and associated companies 7 1,061,704,506 997,640,742 - 17,867,000 Property, plant and equipment, net 8 5,314,571,223 5,136,439,582 8,654,374,351 7,535,169,954 Deferred development rights, net 9 - - 46,272,471 - Pre-opening and start-up expenses, net 10 174,650,293 239,930,191 189,729,268 240,287,842 Deposits 5 309,382,346 245,294,231 52,694,196 25,694,231 TOTAL ASSETS 13,911,699,954 13,979,993,790 14,177,906,713 14,068,384,980 The notes on pages 7 to 20 form an integral part of the financial statements consolidated financial statements. Auditors' report page 1. Page 2 The company only The consolidation Notes 1997 1996 1997 1996 (Baht) (Baht) (Baht) (Baht) LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Loans from bank 11 506,700,000 384,900,000 506,700,000 384,900,000 Accounts payable-trade 5,230,077,486 5,550,960,471 5,417,367,638 5,550,960,471 Current portion of long-term loans - 49,997,000 - 126,827,880 Amount due to subsidiary and affiliated companies 5 72,005,904 73,606,533 67,137,211 73,606,533 Other current liabilities Accounts payable - other 261,943,178 316,986,730 326,910,199 316,986,730 Accrued income tax 82,243,769 127,777,720 100,477,411 136,158,778 Accrued expenses 151,467,485 118,439,645 171,354,266 121,078,459 Other 109,890,280 71,728,879 85,877,417 72,269,317 Total current liabilities 6,414,328,102 6,694,396,978 6,675,824,142 6,782,788,168 Other liabilities Provision for retirement benefits 114,442,288 96,470,392 118,640,225 96,470,392 Other - - 512,782 - TOTAL LIABILITIES 6,528,770,390 6,790,867,370 6,794,977,149 6,879,258,560 Shareholders' equity Share capital 12 2,400,000,000 2,400,000,000 2,400,000,000 2,400,000,000 Share premium 3,290,152,068 3,290,010,738 3,290,152,068 3,290,010,738 Legal reserve 138,909,918 113,626,832 138,909,918 113,626,832 Retained earnings 1,553,867,578 1,385,488,850 1,553,867,578 1,385,488,850 SHAREHOLDERS' EQUITY 7,382,929,564 7,189,126,420 7,382,929,564 7,189,126,420 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 13,911,699,954 13,979,993,790 14,177,906,713 14,068,384,980 Director . Director . Date January 30, 1998 Siam Makro Public Company Limited Page 3 Statements of income for the years ended December 31, 1997 and 1996 The company only The consolidation Notes 1997 1996 1997 1996 (Baht) (Baht) (Baht) (Baht) REVENUES Sales 31,109,169,868 31,655,137,287 32,094,207,581 31,655,137,287 Other income Interest income 258,771,961 187,637,318 178,884,962 114,903,401 Service income 393,984,961 335,681,425 402,572,985 333,881,425 Other 112,662,819 56,395,248 62,196,969 59,124,846 TOTAL REVENUES 31,874,589,609 32,234,851,278 32,737,862,497 32,163,046,959 EXPENSES Cost of sales 28,602,917,374 29,064,985,856 29,376,077,332 29,064,985,856 Selling and administrative expenses 2,528,046,309 2,193,075,648 2,502,983,377 1,961,554,804 Interest expenses 30,536,875 36,334,579 30,703,406 43,491,679 Directors' remuneration 1,440,000 1,440,000 1,440,000 1,440,000 TOTAL EXPENSES 31,162,940,558 31,295,836,083 31,911,204,115 31,071,472,339 Net income before tax 711,649,051 939,015,195 826,658,382 1,091,574,620 Income tax (255,051,000) (263,401,203) (303,129,568) (308,605,425) Net income before share of profit (loss) from subsidiary and associated companies 456,598,051 675,613,992 523,528,814 782,969,195 Share of profit (loss) from subsidiary and associated companies 49,063,763 87,855,203 (17,867,000) (19,500,000) NET INCOME FOR THE YEAR 505,661,814 763,469,195 505,661,814 763,469,195 STATEMENTS OF RETAINED EARNINGS Retained earnings brought forward 1,385,488,850 913,393,560 1,385,488,850 913,393,560 Net income for the year 505,661,814 763,469,195 505,661,814 763,469,195 Transfer to legal reserve 13 (25,283,086) (38,173,460) (25,283,086) (38,173,460) Dividends 14 (312,000,000) (253,200,445) (312,000,000) (253,200,445) Retained earnings carried forward 1,553,867,578 1,385,488,850 1,553,867,578 1,385,488,850 EARNINGS PER SHARE 15 Net income 2.11 3.42 2.11 3.42 The notes on pages 7 to 20 form an integral part of the financial statements and consolidated financial statements. Auditors' report page 1. Siam Makro Public Company Limited Page 4 Statements of cash flows and consolidated statements of cash flows for the years ended December 31, 1997 and 1996 The company only The consolidation 1997 1996 1997 1996 (Baht) (Baht) (Baht) (Baht) Cash flows from operating activities : Net income 505,661,814 763,469,195 505,661,814 763,469,195 Adjustments to reconcile net income to net cash : Depreciation and amortisation 570,265,655 491,607,023 616,642,835 491,607,023 Allowance for doubtful accounts 49,031,443 - 52,031,443 - Provision for retirement benefits 17,971,896 27,800,932 22,169,833 27,800,932 Provision for warranty claim - - 512,782 - Loss (gain) on disposal of equipment(5,607,269) 1,023,932 (5,761,219) 1,023,932 Share of loss (profit) from subsidiary and associated companies (49,063,763) (87,855,203) 17,867,000 19,500,000 Provision for loss on disposal of equipment 20,599,000 14,320,000 20,599,000 14,320,000 Unrealised loss on exchange rate - 4,200,000 - 4,200,000 Amortisation of deferred hedging cost 15,920,666 - 15,920,666 - Changes in current assets and liabilities : Inventories 474,863,844 (889,676,789) 241,046,476 (889,676,789) Amounts due from subsidiary and affiliated companies (495,811,270) (20,748,184) (3,032,390) 2,298,241 VAT receivable 62,050,692 (38,619,769) 38,457,637 (38,619,769) Purchase discount receivable (47,334,200) (20,800) (49,119,050) (20,800) Other current assets 11,865,023 (23,233,866) (13,620,385) (22,801,993) Accounts payable-trade (320,882,985) 1,442,543,004 (133,592,833) 1,442,543,004 Amounts due to subsidiary and affiliated companies (1,600,629) (98,895,647) (6,469,322) 6,052,275 Accounts payable - other (55,043,552) 58,232,622 9,923,469 58,232,622 Accrued income tax (45,533,951) (25,633,437) (35,681,367) (28,626,976) Accrued expenses 28,027,840 (47,091,525) 45,275,807 (46,813,152) Other current liabilities 22,562,402 (44,129,228) (1,990,900) (53,877,850) Net cash flows provided by operating activities 757,942,656 1,527,292,260 1,336,841,296 1,750,609,895 The notes on pages 7 to 20 form an integral part of the financial statements and consolidated financial statements. Auditors' report page 1. Siam Makro Public Company Limited Page 5 Statements of cash flows and consolidated statements of cash flows for the years ended December 31, 1997 and 1996 continued The company only The consolidation 1997 1996 1997 1996 (Baht) (Baht) (Baht) (Baht) Cash flows from investing activities : Acquisitions of property, plant and equipment (704,310,644) (1,971,053,037) (1,622,700,112) (1,971,219,550) Proceeds from disposal equipment 19,333,189 2,245,693 26,506,026 2,245,693 Investment in subsidiary and associated companies (15,000,001) (5,000,000) - - Loans to subsidiary and associated companies (464,800,000) (22,500,000) - (22,500,000) Repayment of loan by subsidiary company - 36,000,000 - - Deferred development rights - - (55,891,462) - Pre-openingandstart-upexpenses 7,467,325 (147,368,547) (7,961,062) (147,645,472) Advance payment on land - - - (65,753,300) Increase in other assets (64,088,115) (15,547,139) (26,999,965) 8,453,295 Net cash used in investing activities (1,221,398,246) (2,123,223,030) (1,687,046,575) (2,196,419,334) Cash flows from financing activities : Increase in share capital 141,330 2,022,215,993 141,330 2,022,221,400 Payment of underwriting expenses - (57,236,564) - (57,241,971) Repayment of long-term loans (49,997,000) (66,668,000) (126,827,880) (216,997,120) Dividends paid (312,000,000) (253,200,445) (312,000,000) (253,200,445) Loans from bank 105,879,334 384,900,000 105,879,334 384,900,000 Net cash provided (used) by financing activities (255,976,336) 2,030,010,984 (332,807,216) 1,879,681,864 The notes on pages 7 to 20 form an integral part of the financial statements and consolidated financial statements. Auditors' report page 1. Siam Makro Public Company Limited Page 6 Statements of cash flows and consolidated statements of cash flows for the years ended December 31, 1997 and 1996 continued The company only The consolidation 1997 1996 1997 1996 (Baht) (Baht) (Baht) (Baht) Net increase (decrease) in cash and cash equivalents (719,431,926) 1,434,080,214 (683,012,495) 1,433,872,425 Cash and cash equivalents, beginning of year 3,088,948,159 1,654,867,945 3,113,036,314 1,679,163,889 Cash and cash equivalents, end of year 2,369,516,233 3,088,948,159 2,430,023,819 3,113,036,314 Cash and cash equivalents : Cash in hand and at banks 2,245,176,415 998,436,554 2,305,684,001 1,014,524,709 Short-term investments 124,339,818 2,090,511,605 124,339,818 2,098,511,605 2,369,516,233 3,088,948,159 2,430,023,819 3,113,036,314 Supplemental disclosure of cash flows information cash paid during the year Interest expenses 20,406,316 43,251,006 22,516,026 58,825,347 Income tax 300,584,750 289,034,640 340,794,542 337,232,401 The notes on pages 7 to 20 form an integral part of the financial statements and consolidated financial statements. 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